Recherche

Maple and TMX Group obtain recognition orders from BCSC and ASC

/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN,
INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO./

TMX Group shareholders urged to immediately tender their shares to the
Maple offer before it expires at 5:00 pm (Eastern) on July 31, 2012

TORONTO, July 11, 2012 /CNW/ - Maple Group Acquisition Corporation
("Maple")and TMX Group Inc. ("TMX Group") (TSX:X) today announced that the
British Columbia Securities Commission ("BCSC") and Alberta Securities
Commission ("ASC") have approved final recognition orders with respect
to Maple's proposed acquisition of TMX Group and TSX Venture Exchange
and that the BCSC has approved a final recognition order with respect
to Maple's proposed acquisition of The Canadian Depository for
Securities Limited ("CDS") and that the ASC has approved a variation
order for the Natural Gas Exchange. These orders provide the terms
under which the BCSC and ASC will permit Maple to operate a combined
exchange and clearing group. Maple has agreed to the terms of these
orders.

The final BCSC and ASC recognition orders reflect a commitment by Maple
to the continued success of the TSX Venture Exchange and the Natural
Gas Exchange, including formal governance commitments that provide for
a significant role on the TSX Venture Exchange Board of Directors and
the Maple Board of Directors for individuals with public venture market
expertise. TSX Venture will also maintain national and local public
venture advisory committees that will be comprised of participants in
the Canadian public venture capital market and that will provide advice
and recommendations to the board of directors of TSX Venture Exchange
on all policy, operational and strategic issues that are likely to have
a significant impact on the Canadian public venture market.

On July 4, 2012, Maple and TMX Group announced that they had obtained
final recognition orders for their transaction from the Ontario
Securities Commission ("OSC") and Autorité des marchés financiers
("AMF"), and that it has received a "no action" letter from the
Competition Bureau.

Speaking on behalf of Maple, Luc Bertrand said, "The publication of
recognition orders from the British Columbia and Alberta Securities
Commissions establishes the terms under which they will permit us to
operate our integrated exchange and clearing group. This sets the stage
for Maple to take up TMX Group shares under its offer on July 31, and
we now strongly urge TMX Group shareholders to deposit and tender their
shares to our offer before it expires on July 31."

Tom Kloet, Chief Executive Officer, TMX Group said, "I'd like to thank
the BCSC and ASC, and all regulators across Canada, for their hard work
on this file. Following completion of the transaction, TMX Group will
be a stronger organization, able to introduce new innovation and
efficiency to the Canadian market, and to grow, compete and win more
effectively on the global stage. We look forward to a successful
conclusion of the tendering process and to the work ahead to bring our
plans to fruition."

Offer to TMX Group shareholders

Maple's offer to acquire a minimum of 70% and a maximum of 80% of the
shares of TMX Group for $50 in cash per share is open until 5:00p.m.
(Eastern Time) on Tuesday, July 31, 2012, unless further extended or
withdrawn. The offer is part of an integrated acquisition transaction,
valued at approximately $3.8 billion, to acquire 100% of TMX Group
shares. The TMX Group Board of Directors continues to unanimously
recommend that shareholders accept and tender their shares under the
Maple offer.

Maple expects to be in a position to take up TMX Group shares deposited
under the offer on July 31, 2012, subject to the satisfaction of the
minimum tender condition and the satisfaction or waiver of the other
conditions of the offer, including receipt of the remaining required
regulatory approvals. Maple is also seeking to complete the proposed
acquisitions of Alpha and CDS concurrently with or as soon as possible
following the completion of the Maple offer.

Minimum and Full Deposit Elections

Maple's offer includes a minimum tender condition that requires 70% of
TMX Group shares outstanding be deposited to the offer. Maple
recognizes TMX Group shareholders who support the offer may also want
to retain as many of their TMX Group shares as possible in order to
participate in the successor company and its ongoing upside potential.
Accordingly, the offer includes a "minimum deposit" election designed
to provide TMX Group shareholders with the opportunity to support
Maple's transaction by having only the minimum number of TMX Group
shares acquired for cash while still satisfying the minimum tender
condition.

Shareholders that support the Maple Acquisition should accept the Offer,
tender their TMX Shares under the Offer and make either the Full
Deposit Election or the Minimum Deposit Election.

Shareholders that would like to receive as much cash as possible for
their TMX Shares pursuant to the Maple Acquisition should make the Full
Deposit Election.

Shareholders that would like to support the Offer but would like to
receive as many Maple Shares as possible for their TMX Shares pursuant
to the Maple Acquisition should make the Minimum Deposit Election.

Time to Act

TMX Group shareholders are encouraged to immediately deposit their
shares to the Maple offer:

Beneficial shareholders - If your TMX Group shares are held in a brokerage account or otherwise
through an intermediary, you must contact your broker/intermediary
immediately and advise them of your instructions for depositing your
TMX Shares on your behalf to Maple Group's Offer prior to 5:00p.m.
(Eastern time) on July 31, 2012.

Registered Shareholders (who have a physical certificate in their name) - If your TMX Group
shares are held in your own name, please complete the Letter of
Transmittal (printed on GREEN paper) and deposit it along with your
share certificate in the enclosed envelope to the Depositary -
Computershare Investor Services Inc. - along with all other documents
required by the instructions set out in the Letter of Transmittal prior
to 5:00p.m. (Eastern time) on July 31, 2012.

Questions and requests for assistance may be directed to the Information
Agent for the Offer, Kingsdale Shareholder Services Inc. (the
''Information Agent'') at 1-888-518-1556 toll-free in North America, or
at 1-416-867-2272 outside of North America (collect calls accepted), or
by e-mail at contactus@kingsdaleshareholder.com.

Details of Maple's offer are available in its Offer and Circular dated
June 10, 2011, as varied by the Notice of Variation dated June 24,
2011, the Notice of Change and Extension dated August 8, 2011, the
Notice of Extension dated September 29, 2011, the Notice of Variation
and Extension dated October 31, 2011, the Notice of Extension dated
January 31, 2012, the Notice of Extension dated February 24, 2012, the
Notice of Extension dated March 30, 2012, the Notice of Change and
Extension dated May 3, 2012, and a further Notice of Extension dated
May 31, 2012. These documents are also available at
www.abetterexchange.com.

This press release is not intended to and does not constitute or form
part of an offer or invitation to sell or purchase any securities, the
solicitation of an offer to buy or sell any securities or an offer to
exchange or otherwise acquire any securities, in any jurisdiction,
whether pursuant to the offer described in this press release or
otherwise. Maple's Circular and related notices contain important
information and TMX Group shareholders are urged to read them carefully
before any decision is made with respect to the offer.

The distribution of this press release in jurisdictions other than
Canada may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than Canada should inform
themselves about, and observe, any applicable requirements. This press
release does not purport to comply with the laws of any non- Canadian
jurisdiction and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside Canada.

Information for U.S. Shareholders

The offer is being made for the securities of a Canadian company that
does not have securities registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act").
Accordingly, the offer is not subject to Section 14(d) of the U.S.
Exchange Act, or Regulation 14D promulgated by the U.S. Securities and
Exchange Commission (the "SEC") thereunder. The offer is being
conducted in accordance with Section 14(e) of the U.S. Exchange Act and
Regulation 14E promulgated by the SEC thereunder (with settlement being
subject to a longer period than would typically apply for securities of
U.S. public companies).

The Maple shares to be issued to shareholders (including U.S.
shareholders) other than Maple pursuant to the plan of arrangement have
not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or under the securities
law of any state or other jurisdiction of the United States. The Maple
shares to be issued pursuant to the plan of arrangement will be issued
in reliance upon the exemption from the registration requirements of
the U.S. Securities Act provided by section 3(a)(10) thereof and only
to the extent that corresponding exemptions from the registration or
qualification requirements of state "blue sky" securities laws are
available.

All dollar references in this press release are in Canadian dollars. On
July 11, 2012 the Bank of Canada noon rate of exchange for U.S. dollars
was CDN. $1.00 - U.S. $0.9809.

Notice to Shareholders in the United Kingdom and European Economic Area

The offer is only being made within the European Economic Area ("EEA")
pursuant to an exemption under Directive 2003/71/EC (together with any
applicable adopting or amending measures in any relevant member state
(as defined below), the "Prospectus Directive"), as implemented in each
member state of the EEA (each, a "relevant member state"), from the
requirement to publish a prospectus that has been approved by the
competent authority in that relevant member state and published in
accordance with the Prospectus Directive as implemented in that
relevant member state or, where appropriate, approved in another
relevant member state and notified to the competent authority in that
relevant member state, all in accordance with the Prospectus Directive.
Accordingly, in the EEA, the offer and documents or other materials in
relation to Maple Shares are only addressed to, and are only directed
at, (a) qualified investors in a relevant member state within the
meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in
the relevant member state, and (b) persons who hold, and will tender,
the equivalent of at least €50,000 worth of TMX Shares (collectively,
"permitted participants"). These documents may not be acted or relied
upon by persons in the EEA who are not permitted participants.

With reference to the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), the offer
and any materials in relation to Maple Shares is only directed at
persons in the United Kingdom that are (a) investment professionals
falling within Article 19(5) of the Order or who fall within Article
49(2)(a) to (d) of the Order; (b) holders of TMX Shares at the time of
communication of the offer and such materials; or (c) persons to whom
they may otherwise lawfully be communicated (collectively, "relevant
persons"). In the United Kingdom, Maple Shares are only available to,
and the offer may only be accepted by, relevant persons who are also
permitted participants, and as such, any investment or investment
activity to which this document relates is available only to, and may
be relied upon only by, relevant persons who are also permitted
participants.

Caution Regarding Forward-Looking Information

This document contains "forward-looking information" (as defined in
applicable Canadian securities legislation). This information is based
on the current expectations, assumptions, projections, estimates and
other factors that the management of Maple believe to be relevant as of
the date of this document. This information is naturally subject to
uncertainty and changes in circumstances. The forward-looking
information contained in this document includes, but is not limited to,
statements relating to the proposed acquisition of TMX Group by Maple,
and the effects thereof, and the proposed subsequent combination with
Alpha Group and CDS, and the effects thereof, and other statements
other than historical facts. TMX Group has not had access to
confidential information relating to Alpha Group, including the terms
of the Alpha shareholder agreement. To the extent the information in
this document relates to Alpha Group, TMX Group is relying on Maple for
the accuracy of that information.

Often, but not always, forward-looking statements and forward-looking
information can be identified by the use of the words "expect", "will",
"intend", "estimate", "may" and similar expressions. Forward-looking
statements are necessarily based upon a number of factors, estimates
and assumptions that, while considered reasonable by Maple, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Readers are cautioned that such
forward-looking statements and information involve known and unknown
risks, uncertainties and other factors that may cause the actual
financial results, performance or achievements of Maple and/or its
subsidiaries to be materially different from the estimated future
results, performance or achievements expressed or implied by those
forward looking statements and information, and the forward-looking
statements and information are not guarantees of future performance. In
addition to the risks identified in the press release, these risks,
uncertainties and other factors include, but are not limited to: the
satisfaction of the conditions to the proposed acquisitions of TMX
Group, Alpha Group and CDS, including obtaining required regulatory approvals;the extension of the outside date under the support agreement and the
acquisition governance agreement beyond July 31, 2012; failure to
acquire Alpha Group or CDS; the inability to successfully integrate TMX
Group's operations with those of Alpha Group and CDS, including,
without limitation, incurring and/or experiencing unanticipated costs
and/or delays or difficulties; future levels of revenues being lower
than expected or costs being higher than expected; conditions affecting
the industry; local and global political and economic conditions;
unforeseen fluctuations in trading volumes; competition from other
exchanges or marketplaces, including alternative trading systems and
new technologies, on a national and international basis; foreign
exchange rate fluctuations and interest rate fluctuations (including
from any potential credit rating decline); legal or regulatory
developments and changes; the outcome of any litigation; the impact of
any acquisitions or similar transactions; dependence on the economy of
Canada; competitive products and pricing pressures; success of business
and operating initiatives; failure to retain and attract qualified
personnel; failure to implement strategies; dependence on information
technology; dependence on adequate numbers of customers; risks
associated with clearing operations; inability to protect intellectual
property; the adverse effect of a systemic market event on the
derivatives business; risks associated with integrating the operations,
systems, and personnel of new acquisitions; dependence on market
activity that cannot be controlled and/or conditions in the securities
market that are less favourable than expected; and changes in the level
of capital investment. Other factors could also cause actual results to
differ materially from those in the forward-looking information. For
additional information on such risks, please consult "Risk Factors"
found on page 64 of Maple's June 10, 2011 circular, and page 2 of
Maple's January 31, 2012 Notice of Extension.

Actual results, events, performances, achievements and developments are
likely to differ, and may differ materially, from those expressed or
implied by the forward-looking information contained in this document.
Maple and its investors make no representations as to present or future
value or the present or future trading price of any security, including
Maple shares.

Given these risks and uncertainties, investors should not place undue
reliance on forward-looking information as a prediction of actual
results. Neither Maple nor its investors nor any of their respective
affiliated companies undertakes any obligation to update or revise
forward-looking information, whether as a result of new information,
future events or otherwise, except to the extent legally required.

SOURCE Maple Group Acquisition Corporation

For further information:

TMX Group shareholders: Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français) within North America, or outside North America at 416-867-2272 (collect calls accepted) or by e-mail at contactus@kingsdaleshareholder.com